Board of Director

Policy

As the highest decision-making body of SK ecoplant, the majority of the Board of Directors (BOD) is comprised of independent directors. 4 out of 6 members are independent directors, as of July 2022. With 2021 being the first year of SK ecoplant's leap forward in governance, the ‘Governance Charter’ was enacted, stipulating the independence, transparency, expertise, and diversity of our governance structure. The ESG Committee, formed in March 2021, establishes and evaluates the company's mid- to long-term strategy and annual management plan. The committee is also responsible for making major decisions regarding important investment agendas, matters necessary to improve corporate governance, human rights and ethical management practices, and activities to promote corporate social values. The secretary of the ESG committee is the head of the ESG Center (CSO) and supports the decision-making of independent directors and other non-executive directors.
Meanwhile, independent directors are appointed based on a fair and transparent candidate recommendation process. The independent director pool is reviewed and selected by conducting negative and positive screening. Specifically, factors that hinder independence, such as grounds for legal disqualification and whether there is a special relationship with the management, are taken into consideration.

Independent Director Appointment Process

사외이사 선임 프로세스에 관한 이미지 입니다. 자세한 설명은 하단 내용을 참고하세요.
  • Pooling - 다양한 네트워크를 활용한 후보 요청
  • Pool Review - 스크리닝을 통한 후보 선별
  • 인사위원회 - 인사위원회 내 최종 후보 추천 의결
  • 이사회 - 주주총회 부의안건 이사회 결의
  • 주주총회 - 주주총회 결의 진행

Goal

We will appoint a female director by 2023 to secure gender diversity and one or two industry experts by 2024 to strengthen the expertise of the board. Further, we plan to appoint an ESG expert as independent director.
In addition, we aim to convene the ESG Committee at least once a quarter to improve the quantitative and qualitative standard of ESG discussions within the BOD. Also, by 2022, we plan to institutionalize in-house training programs and actively utilize external programs to strengthen ESG decision-making.

사외이사 선임 목표 테이블 (목표 (다양성 및 전문성 확대, ESG 논의 확대), 2022, 2023, 2024)
Item 2022 2023 2024
Expanding Diversity and Expertise - 1 person (female) 1 to 2 persons (Industrial experts, etc.)
Expansion of ESG discussions Enhance understanding of businesses through visits to domestic and overseas business sites Apply the discussion revitalization plan derived from the previous year's board evaluation

Performance

01. Operation of the Board of Directors

In 2021, a total of 15 BOD meetings were held with 52 agenda items for resolution and 10 agenda items for reporting purposes presented. In principle, the BOD is held on the last week of every month, but it may be held at any time when deemed necessary. In order to enhance comprehension of the BOD agenda, we provide information on the agenda items in advance and, if necessary, provide a preliminary report so that directors can fully understand relevant details and conduct practical discussions.

02. Responsibilities of the BOD

SK ecoplant imposes a liability limitation policy through a general resolution adopted at the general meeting of shareholders, excluding its application in the case of intentional or gross negligence, or in cases applicable under the Articles 397 and 398 of the Commercial Act. In-house training is provided to enhance independent directors’ understanding on the company, and an orientation and job training is provided for newly appointed independent directors. Independent directors are also recommended to attend the annual training hosted by the SK Group’s SUPEX Council. From 2022, we have strengthened on-site inspections on major domestic and overseas business sites and held regular online training for the Audit Committee members. Moreover, to enhance the expertise of the BOD, directors are welcomed to request support from external experts, a policy stipulated under the regulations of the Board of Directors and its committees.

03. Committee Activities

In 2021, SK ecoplant established the Personnel Committee and the ESG Committee. The Personnel Committee recommends independent director candidates, evaluates executive directors and reviews their remuneration, and assesses the CEO’s activities. The ESG Committee reviews major management activities such as business strategies and investments, promotion of social values, and action plans to uphold human rights and ethics. In 2021, the ESG Committee held two meetings to report items concerning the appointment of the ESG Committee chairman, investment plans, and financial story, and discuss SK ecoplant’s change of corporate name as well as short- and mid- to long-term plans to become Asia's leading environmental company.

04. Evaluation and Remuneration

When establishing KPIs for all executives, including the CEO, ESG management factors are reflected at a certain rate every year. ESG factors are also reflected in team-based evaluation indicators. In 2022, in addition to financial indicators, non-financial indicators, such as ESG management improvement, Net Zero, happiness, and the level of ethical management, are being used for evaluation. The evaluation of the executive management is carried out; first, by receiving a report on the management's activity plan from the Personnel Committee at the beginning of the year and then, reviewing the individual remuneration of executives at the end of the year. The BOD decides the individual remuneration and the limit of remuneration for executive directors and proposes the decision for final approval to the general meeting of shareholders. Individual remuneration calculation standards and remuneration amounts are disclosed on the business report. In addition, various stock-based compensation systems are being implemented. The CEO was granted a stock option with a transfer limit of three years as an incentive to strengthen responsible management on mid- to long-term performance, and independent directors were granted Restricted Stock Units (RSU), which cannot be transferred during the given tenure.

05. Strengthening Shareholder Rights

To fully guarantee shareholder rights and coordinate a desirable general shareholder meeting, SK ecoplant sends notices to each shareholder 14 days prior to the date of the meeting with the date, place, and purpose stated. The board has been implementing an electronic voting system since the 59th general shareholders' meeting (March 26, 2021), introduced and adopted at the general shareholders' meeting on March 4, 2021 in accordance with Article 368-4 of the Commercial Act.

06. Discussion of ESG Agenda

The BOD discusses issues highly related to ESG, such as ethical management, safety and health, and response to climate change. In particular, the ESG committee actively reviews business strategies, new businesses, and investment policies from an ESG perspective, considering non-financial factors as important elements.

1) Discussion of ESG Agenda within the Board of Directors in 2021
2021년 이사회 내 ESG 안건 논의에 관한 테이블 (ESG 안건 논의 (주요 ESG 안건), ESG 안건 수, 23건)
DiscussioDiscussion of ESG Agenda Number of ESG agenda items 23 cases
Main ESG Agenda ESG agenda dESG agenda discussion period 16 days
Review of new business and inveReview of new business and investment policies and processes applying ESG standards
  • 1) Capital increase related to the acquisition of the remaining stakes of YS Tec
  • 2) Acquisition of company D's stocks
  • 3) Acquisition of Company S’s and Company D’s stocks
  • 4) Acquisition of company C's stocks
  • 5) Environmental business fund investment
  • 6) Direction of entry into the offshore wind power market
  • 7) Offshore wind power investment
  • 8) Report on E-Waste recycling business promotion strategy
Management and review of materiality issues and approval
  • 1) Safety and health plan for 2021
  • 2) Appointment of 'Voluntary Compliance Manager' for the Fair Trade Compliance Program
  • 3) Fair Trade Compliance Program (CP) Operation Plan in 2021
  • 4) Report on ESG enhancement and Net Zero
  • 5) Report on the results of the 2021 Compliance
Governance Improvement
  • 1) Introduction of the electronic voting system for the general meeting of shareholders meeting of shareholders
  • 2) Establishment of an expert committee
  • 3) Revision of Board of Directors regulations
  • 4) Establishment of the Governance Charter
  • 5) Appointment of Audit Committee members
  • 6) Purchase of management liability insurance
  • 7) Approval of large-scale product/service transaction with affiliate persons
  • 8) Large-scale internal product service transaction
Check other risk management status
  • 1) Report on the operational status of the internal accounting management system in 2020
  • 2) Report on the operational evaluation of the internal accounting management system in 2020

Composition of the Board of Directors

Inside directors

박경일 사내이사

(Male, born 69)

Kyoung-II Park

  • Current) CEO, SK ecoplant
  • COO, SK ecoplant
  • Director of Happy Design Center
  • SK Inc. : General Manager of Strategic Planning Office, SK Telecom
Specialization
Management, M&A, Portfolio Management, Social Value
Term
2021.3 ~ 2024.3
조성옥 사내이사

(Male, born 75)

Sung-ok Cho

  • Current)CFO, SK ecoplant
  • SK ecoplant, Head of the Corp.Strategy Center
  • SK Inc., General Manager of the Digital Investment Center
  • SK Inc., General Manager of the Portfolio Management & Strategy
  • SK Telecom, Manager of the Business Strategy Team
  • SK Economic Research Institute, Manager of the Business dep.
Specialization
Strategy/Planning, Portfolio Management
Term
2022.12 ~ 2025.03

Independent directors

이승호 선임 사외이사

(Male, born 56)

Seung-Ho Lee (Senior Outside Director)

  • Current) Advisor, Yulchon Law Firm
  • Director, Busan Regional Office, National Tax Service
Specialization
finance, taxation, administration, risk management
Term
2020.3 ~ 2023.3
Committee
ESG Committee, Audit Committee
김윤모 사외이사

(Male, born 59)

Yoon-Mo Kim (Outside Director)

  • Current) Vice Chairman of Nautic Investments
  • Advisor, AJNET
  • CEO & President, IM Investment & Securities (formerly Solomon Investment & Securities)
  • General Vice-Chairman, KTB Private Equity
Specialization
financing, M&A, Globality, risk management
Term
2021.3 ~ 2024.3
Committee
Personnel Committee
김종호 사외이사

(Male, born 57)

Jong-Ho Kim (Outside Director)

  • Current) Chairman, Compliance Management Committee, LS Cable & System
  • CEO & Advisor, Deloitte Korea
Specialization
finance, accounting, management, M&A, risk management
Term
2020.3 ~ 2023.3
Committee
Personnel Committee, Audit Committee
박선규 사외이사

(Male, born 60)

Sun-Kyu Park (outside director)

  • Current) Executive Vice President of Sungkyunkwan University
  • Professor, Dept. of Civil & Environmental Engineering, Sungkyunkwan University
  • DYWIDAG in Germany
Specialization
industry expertise, safety management, Globality, organizational management
Term
2020.3 ~ 2023.3
Committee
ESG Committee, Audit Committee
이미라 사외이사

(Female, born 66)

Mi-ra Lee (Outside Director)

  • Current) Outside director in Hankook Tire & Technology Chairperson of the ESG Committee
  • Head of HR at General Electric (GE) Korea
  • COO / Managing Director of Macquarie Group Korea
  • Head of Global Strategy at Dutch Bank in Germany
Specialization
Strategy, Transformation, Leadership, Organizational Culture, ESG
Term
2022.12 ~ 2025.03

Non-executive director

이성형 기타 비상무이사

(Male, born 65)

Sung-Hyung Lee

  • Current) Section Chief, Financial Division, SK Inc.
  • General Manager of Financial Management, SK Telecom
Specialization
management, finance, financing, M&A, risk management
Term
2021.3 ~ 2024.3
Committee
ESG Committee, Personnel Committee

Current Activities of the BOD

Current Activities of the BOD Table (Date, Agenda, Voting Status, Attendance of Outside Directors)
Date Agenda Voting Status Attendance of Outside Directors

BOD Operation Evaluation

We conducted evaluations of the BOD operations for the first time in November 2022 to improve governance through the efficient operation of the BOD and its subcommittees. The BOD Secretariat conducts operational evaluations of outside directors using an evaluation table designed in five-point scale questions and subjective questions. The evaluation is performed annually, assessing the appropriateness, fidelity, sufficiency, and effectiveness of the following: composition and independence of the BOD, operation of the BOD and its Committees, and roles and responsibilities of the BOD. The evaluation results are discussed through the BOD and disclosed annually through the webpage, annual report and sustainability report.

BOD Evaluation Process

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